THE COMPANIES LAW, 1999

A LIMITED LIABILITY COMPANY

 - - - - - - - - - -

ARTICLES OF ASSOCIATION

OF

TABOOLA.COM LTD.

As Amended on December 30, 2022

 

Preliminary

 

 

 

 

Limited Liability

 

Company’s Objectives

 

The Company’s objectives are to carry on any business, and do any act, which is not prohibited by law.

 

 

The Company may donate a reasonable amount of money (in cash or in kind, including the Company’s securities) to worthy purposes, as the Board of Directors may determine in its discretion, even if such donations are not made on the basis or within the scope of business considerations of the Company.

 

Share Capital

 

 

 

 

 

 

 

 

 

 

 

(ii)  divide or sub-divide its shares (issued or unissued) or any of them and the resolution whereby any share is divided may determine that, as among the holders of the shares resulting from such subdivision, one or more of the shares may, in contrast to others, have any such preferred or deferred rights or rights of redemption or other special rights, or be subject to any such restrictions, as the Company may attach to unissued or new shares;

 

(iii) cancel any authorized shares which, at the date of the adoption of such resolution, have not been issued to any person nor has the Company made any commitment, including a conditional commitment, to issue such shares, and reduce the amount of its share capital by the amount of the shares so canceled; or

 

 

 

(i)   determine, as to the holder of shares so consolidated, which issued shares shall be consolidated;

 

(ii)  issue, in contemplation of or subsequent to such consolidation or other action, shares sufficient to preclude or remove fractional share holdings;

 

(iii) redeem such shares or fractional shares sufficient to preclude or remove fractional share holdings;

 

(iv) round up, round down or round to the nearest whole number, any fractional shares resulting from the consolidation or from any other action which may result in fractional shares; or

 

(v)  cause the transfer of fractional shares by certain Shareholders of the Company to other Shareholders thereof so as to most expediently preclude or remove any fractional shareholdings, and cause the transferees of such fractional shares to pay the transferors thereof the fair value thereof, and the Board of Directors is hereby authorized to act in connection with such transfer, as agent for the transferors and transferees of any such fractional shares, with full power of substitution, for the purposes of implementing the provisions of this sub-Article 8(b)(v).

 

 

 

 

 

 

Except as otherwise provided in these Articles or the Companies Law, the Company shall be entitled to treat the registered holder of each share as the absolute owner thereof, and accordingly, shall not, except as ordered by a court of competent jurisdiction, or as required by the Companies Law, be obligated to recognize any equitable or other claim to, or interest in, such share on the part of any other person.

 

 

 

 

If pursuant to the terms of issuance of any share, all or any portion of the price thereof shall be payable in installments, every such installment shall be paid to the Company on the due date thereof by the then registered holder(s) of the share or the person(s) then entitled thereto.

 

 

 

 

 

 

 

With the approval of the Board of Directors, any shareholder may pay to the Company any amount not yet payable in respect of his or her shares, and the Board of Directors may approve the payment by the Company of interest on any such amount until the same would be payable if it had not been paid in advance, at such rate and time(s) as may be approved by the Board of Directors. The Board of Directors may at any time cause the Company to repay all or any part of the money so advanced, without premium or penalty. Nothing in this Article 14 shall derogate from the right of the Board of Directors to make any call for payment before or after receipt by the Company of any such advance.

 

 

 

 

 

 

 

 

 

 

 

Upon any sale of a share after forfeiture or surrender or for enforcing a lien, the Board of Directors may appoint any person to execute an instrument of transfer of the share so sold and cause the purchaser’s name to be entered in the Register of Shareholders in respect of such share. The purchaser shall be registered as the shareholder and shall not be bound to see to the regularity of the sale proceedings, or to the application of the proceeds of such sale, and after his or her name has been entered in the Register of Shareholders in respect of such share, the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

 

 

The Company may, subject to applicable law, issue redeemable shares or other securities and redeem the same upon terms and conditions to be set forth in a written agreement between the Company and the holder of such shares or in their terms of issuance.

 

Transfer of Shares

 

No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board of Directors or an officer of the Company to be designated by the Chief Executive Officer) has been submitted to the Company (or its transfer agent), together with any share certificate(s) and such other evidence of title as the Board of Directors or an officer of the Company to be designated by the Chief Executive Officer may require. Notwithstanding anything to the contrary herein, shares registered in the name of The Depository Trust Company or its nominee shall be transferrable in accordance with the policies and procedures of The Depository Trust Company. Until the transferee has been registered in the Register of Shareholders in respect of the shares so transferred, the Company may continue to regard the transferor as the owner thereof. The Board of Directors, may, from time to time, prescribe a fee for the registration of a transfer, and may approve other methods of recognizing the transfer of shares in order to facilitate the trading of the Company’s shares on the New York Stock Exchange or on any other stock exchange on which the Company’s shares are then listed for trading.

 

 

The Board of Directors may, in its discretion to the extent it deems necessary, close the Register of Shareholders of registration of transfers of shares for a period determined by the Board of Directors, and no registrations of transfers of shares shall be made by the Company during any such period during which the Register of Shareholders is so closed.

 

Transmission of Shares

 

Upon the death of a Shareholder, the Company shall recognize the custodian or administrator of the estate or executor of the will, and in the absence of such, the lawful heirs of the Shareholder, as the only holders of the right for the shares of the deceased Shareholder, after receipt of evidence to the entitlement thereto, as determined by the Board of Directors or an officer of the Company to be designated by the Chief Executive Officer.

 

 

General Meetings

 

 

 

 

Notwithstanding any provision of these Articles to the contrary, and to allow the Company to determine the Shareholders entitled to notice of or to vote at any General Meeting or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or grant of any rights, or entitled to exercise any rights in respect of or to take or be the subject of any other action, the Board of Directors may fix a record date for the General Meeting, which shall not be more than the maximum period and not less than the minimum period permitted by law. A determination of Shareholders of record entitled to notice of or to vote at a General Meeting shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

 

A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

 

 

 

 

 

 

 

Proceedings at General Meetings

 

 

 

 

The Chairperson of the Board of Directors shall preside as Chairperson of every General Meeting of the Company. If at any meeting the Chairperson is not present within fifteen (15) minutes after the time fixed for holding the meeting or is unwilling or unable to act as Chairperson, any of the following may preside as Chairperson of the meeting (and in the following order): a Director designated by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Secretary or any person designated by any of the foregoing. If at any such meeting none of the foregoing persons is present or all are unwilling or unable to act as Chairperson, the Shareholders present (in person or by proxy) shall choose a Shareholder or its proxy present at the meeting to be Chairperson. The office of Chairperson shall not, by itself, entitle the holder thereof to vote at any General Meeting nor shall it entitle such holder to a second or casting vote (without derogating, however, from the rights of such Chairperson to vote as a Shareholder or proxy of a Shareholder if, in fact, he is also a Shareholder or such proxy).

 

 

 

 

A General Meeting, the consideration of any matter on its agenda, or the resolution on any matter on its agenda, may be postponed or adjourned, from time to time and from place to place: (i) by the Chairperson of a General Meeting at which a quorum is present (and he shall do so if directed by the General Meeting, with the consent of the holders of a majority of the voting power represented in person or by proxy and voting on the question of adjournment), but no business shall be transacted at any such adjourned meeting except business which might lawfully have been transacted at the meeting as originally called, or a matter on its agenda with respect to which no resolution was adopted at the meeting originally called; or (ii) by the Board of Directors (whether prior to or at a General Meeting).

 

 

Subject to the provisions of Article 32(a) and to any provision hereof conferring special rights as to voting, or restricting the right to vote, every Shareholder shall have one vote for each Ordinary Share held by the Shareholder of record, on every resolution, without regard to whether the vote thereon is conducted by a show of hands, by written ballot, or by any other means, and except and solely to the extent required for purposes of Article 7(b) or Article 71, the Non- Voting Ordinary Shares shall not entitle its holder to any voting powers in respect of the Non- Voting Ordinary Shares.

 

 

 

 

 

Proxies

 

 

 

Being a shareholder of Taboola.com Ltd. hereby appoints

	of
(Name of Proxy)		(Address of Proxy)

 

as my proxy to vote for me and on my behalf at the General Meeting of the Company to be held on the _________day of________  , ______        and at any adjournment(s) thereof.

Signed this________day of _____________ , ________ .

 

or in any usual or common form or in such other form as may be approved by the Board of Directors. Such proxy shall be duly signed by the appointor of such person's duly authorized attorney, or, if such appointor is company or other corporate body, in the manner in which it signs documents which binds it together with a certificate of an attorney with regard to the authority of the signatories.

 

 

 

 

Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Without derogating from Article 39, the term of office of a Director shall commence as of the date of his or her appointment or election, or on a later date if so specified in his or her appointment or election.

 

 

The Board of Directors (and, if so determined by the Board of Directors, the General Meeting) may at any time and from time to time appoint any person as a Director to fill a vacancy (whether such vacancy is due to a Director no longer serving or due to the number of Directors serving being less than the maximum number stated in Article 38 hereof). In the event of one or more such vacancies in the Board of Directors, the continuing Directors may continue to act in every matter, provided, however, that if the number of Directors serving is less than the minimum number provided for pursuant to Article 38 hereof, they may only act in an emergency or to fill the office of a Director which has become vacant up to a number equal to the minimum number provided for pursuant to Article 38 hereof, or in order to call a General Meeting of the Company for the purpose of electing Directors to fill any or all vacancies. The office of a Director that was appointed by the Board of Directors to fill any vacancy shall only be for the remaining period of time during which the Director whose service has ended was filled would have held office, or in case of a vacancy due to the number of Directors serving being less than the maximum number stated in Article 38 hereof the Board of Directors shall determine at the time of appointment the class pursuant to Article 39 to which the additional Director shall be assigned. Notwithstanding anything to the contrary herein, this Article 41 may only be amended, replaced or suspended by a resolution adopted at a General Meeting by a majority of at least sixty-five percent (65%) of the total voting power of the Company’s shareholders.

 

The office of a Director shall be vacated and he shall be dismissed or removed:

 

 

 

 

 

 

 

 

 

Proceedings of the Board of Directors

 

 

 

 

 

Until otherwise unanimously decided by the Board of Directors, a quorum at a meeting of the Board of Directors shall be constituted by the presence in person or by any means of communication of a majority of the Directors then in office who are lawfully entitled to participate and vote in the meeting. No business shall be transacted at a meeting of the Board of Directors unless the requisite quorum is present (in person or by any means of communication on the condition that all participating Directors can hear each other simultaneously) when the meeting proceeds to business. If within thirty (30) minutes from the time appointed for a meeting of the Board of Directors a quorum is not present, the meeting shall stand adjourned at the same place and time forty-eight (48) hours thereafter unless the Chairperson has determined that there is such urgency and importance that a shorter period is required under the circumstances. If an adjourned meeting is convened in accordance with the foregoing and a quorum is not present within thirty (30) minutes of the announced time, the requisite quorum at such adjourned meeting shall be, any two (2) Directors, if the number of then serving directors is up to five (5), and any three (3) Directors, if the number of then serving directors is more than five (5), in each case who are lawfully entitled to participate in the meeting and who are present at such adjourned meeting. At an adjourned meeting of the Board of Directors the only matters to be considered shall be those matters which might have been lawfully considered at the meeting of the Board of Directors originally called if a requisite quorum had been present, and the only resolutions to be adopted are such types of resolutions which could have been adopted at the meeting of the Board of Directors originally called.

 

 

The Board of Directors shall, from time to time, elect one of its members to be the Chairperson of the Board of Directors, remove such Chairperson from office and appoint in his or her place. The Chairperson of the Board of Directors shall preside at every meeting of the Board of Directors, but if there is no such Chairperson, or if at any meeting he is not present within fifteen (15) minutes of the time fixed for the meeting or if he is unwilling to take the chair, the Directors present shall choose one of the Directors present at the meeting to be the Chairperson of such meeting. The office of Chairperson of the Board of Directors shall not, by itself, entitle the holder to a second or casting vote.

 

 

All acts done or transacted at any meeting of the Board of Directors, or of a Committee of the Board of Directors, or by any person(s) acting as Director(s), shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of the participants in such meeting or any of them or any person(s) acting as aforesaid, or that they or any of them were disqualified, be as valid as if there were no such defect or disqualification.

Chief Executive Officer

 

 

The Board of Directors shall from time to time appoint one or more persons, whether or not Directors, as Chief Executive Officer of the Company who shall have the powers and authorities set forth in the Companies Law, and may confer upon such person(s), and from time to time modify or revoke, such titles and such duties and authorities of the Board of Directors as the Board of Directors may deem fit, subject to such limitations and restrictions as the Board of Directors may from time to time prescribe. Such appointment(s) may be either for a fixed term or without any limitation of time, and the Board of Directors may from time to time (subject to any additional approvals required under, and the provisions of, the Companies Law and of any contract between any such person and the Company) fix their salaries and compensation, remove or dismiss them from office and appoint another or others in his, her or their place or places.

 

Minutes

 

Any minutes of the General Meeting or the Board of Directors or any Committee thereof, if purporting to be signed by the Chairperson of the General Meeting, the Board of Directors or a Committee thereof, as the case may be, or by the Chairperson of the next succeeding General Meeting, meeting of the Board of Directors or meeting of a Committee, as the case may be, shall constitute prima facie evidence of the matters recorded therein.

 

Dividends

 

 

The Board of Directors may from time to time declare, and cause the Company to pay dividends as permitted by the Companies Law. The Board of Directors shall determine the time for payment of such dividends and the record date for determining the shareholders entitled thereto.

 

 

Subject to the provisions of these Articles and subject to the rights or conditions attached at that time to any share in the capital of the Company granting preferential, special or deferred rights or not granting any rights with respect to dividends, any dividend paid by the Company shall be allocated among the Shareholders (not in default in payment of any sum referred to in Article 13 hereof) entitled thereto on a pari passu basis in proportion to their respective holdings of the issued and outstanding Shares in respect of which such dividends are being paid.

 

 

No dividend shall carry interest as against the Company.

 

 

If so declared by the Board of Directors, a dividend declared in accordance with Article 50 may be paid, in whole or in part, by the distribution of specific assets of the Company or by distribution of paid up shares, debentures or other securities of the Company or of any other companies, or in any combination thereof, in each case, the fair value of which shall be determined by the Board of Directors in good faith.

 

The Board of Directors may settle, as it deems fit, any difficulty arising with regard to the distribution of dividends, bonus shares or otherwise, and in particular, to issue certificates for fractions of shares and sell such fractions of shares in order to pay their consideration to those entitled thereto, or to set the value for the distribution of certain assets and to determine that cash payments shall be paid to the Shareholders on the basis of such value, or that fractions whose value is less than NIS 0.01 shall not be taken into account. The Board of Directors may instruct to pay cash or convey these certain assets to a trustee in favor of those people who are entitled to a dividend, as the Board of Directors shall deem appropriate.

 

 

The Board of Directors may deduct from any dividend or other moneys payable to any Shareholder in respect of a share any and all sums of money then payable by him or her to the Company on account of calls or otherwise in respect of shares of the Company and/or on account of any other matter of transaction whatsoever.

 

 

 

 

 

All unclaimed dividends or other moneys payable in respect of a share may be invested or otherwise made use of by the Board of Directors for the benefit of the Company until claimed. The payment of any unclaimed dividend or such other moneys into a separate account shall not constitute the Company a trustee in respect thereof, and any dividend unclaimed after a period of one (1) year (or such other period determined by the Board of Directors) from the date of declaration of such dividend, and any such other moneys unclaimed after a like period from the date the same were payable, shall be forfeited and shall revert to the Company, provided, however, that the Board of Directors may, at its discretion, cause the Company to pay any such dividend or such other moneys, or any part thereof, to a person who would have been entitled thereto had the same not reverted to the Company. The principal (and only the principal) of any unclaimed dividend of such other moneys shall be if claimed, paid to a person entitled thereto.

 

 

Any dividend or other moneys payable in cash in respect of a share, less the tax required to be withheld pursuant to applicable law, may, as determined by the Board of Directors in its sole discretion, be paid by check or warrant sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to any one of such Persons or his or her bank account or the person who the Company may then recognize as the owner thereof or entitled thereto under Article 21 or 22 hereof, as applicable, or such person’s bank account), or to such person and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board of Directors deems appropriate. Every such check or warrant or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company. Every such check shall be sent at the risk of the Person entitled to the money represented thereby.

Accounts

 

 

The Company's books of account shall be kept at the Office of the Company, or at such other place or places as the Board of Directors may think fit, and they shall always be open to inspection by all Directors. No shareholder, not being a Director, shall have any right to inspect any account or book or other similar document of the Company, except as explicitly conferred by law or authorized by the Board of Directors. The Company shall make copies of its annual financial statements available for inspection by the shareholders at the principal offices of the Company. The Company shall not be required to send copies of its annual financial statements to the Shareholders.

 

 

The appointment, authorities, rights and duties of the auditor(s) of the Company, shall be regulated by applicable law, provided, however, that in exercising its authority to fix the remuneration of the auditor(s), the Shareholders in General Meeting may act (and in the absence of any action in connection therewith shall be deemed to have so acted) to authorize the Board of Directors (with right of delegation to a Committee thereof or to management) to fix such remuneration subject to such criteria or standards, and if no such criteria or standards are so provided, such remuneration shall be fixed in an amount commensurate with the volume and nature of the services rendered by such auditor(s). The General Meeting may, if so recommended by the Board of Directors, appoint the auditors for a period that may extend until the third Annual General Meeting after the Annual General Meeting in which the auditors were appointed.

 

 

The fiscal year of the Company shall be the 12 months period ending on December 31 of each calendar year.

 

Supplementary Registers

 

Subject to and in accordance with the provisions of Sections 138 and 139 of the Companies Law, the Company may cause supplementary registers to be kept in any place outside Israel as the Board of Directors may think fit, and, subject to all applicable requirements of law, the Board of Directors may from time to time adopt such rules and procedures as it may think fit in connection with the keeping of such branch registers.

 

Exemption, Indemnity and Insurance

 

 

Subject to the provisions of the Companies Law with regard to such matters, the Company may enter into a contract for the insurance of the liability, in whole or in part, of any of its Office Holders imposed on such Office Holder due to an act performed by or an omission of the Office Holder in the Office Holder’s capacity as an Office Holder of the Company arising from any matter permitted by law, including the following:

 

 

 

 

 

 

(i)   a financial liability imposed on an Office Holder in favor of another person by any court judgment, including a judgment given as a result of a settlement or an arbitrator’s award which has been confirmed by a court;

 

(ii)  reasonable litigation expenses, including legal fees, expended by the Office Holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, or in connection with a financial sanction, provided that (1) no indictment (as defined in the Companies Law) was filed against such Office Holder as a result of such investigation or proceeding; and (2) no financial liability in lieu of a criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding or if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent;

 

(iii) reasonable litigation costs, including legal fees, expended by an Office Holder or which were imposed on an Office Holder by a court in proceedings filed against the Office Holder by the Company or in its name or by any other person or in a criminal charge in respect of which the Office Holder was acquitted or in a criminal charge in respect of which the Office Holder was convicted for an offence which did not require proof of criminal intent; and

 

(iv) any other event, occurrence, matter or circumstance under any law with respect to which the Company may, or will be able to, indemnify an Office Holder, and to the extent such law requires the inclusion of a provision permitting such indemnity in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 56h(b)(1) of the Israeli Securities Law, if and to the extent applicable, and Section 50P(b)(2) of the RTP Law).

 

 

(1)       the undertaking to indemnify is limited to such events which the Directors shall deem to be foreseeable in light of the operations of the Company at the time that the undertaking to indemnify is made and for such amounts or criterion which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances; and

 

Subject to the provisions of the Companies Law, the Company may, to the maximum extent permitted by law, exempt and release, in advance, any Office Holder from any liability for damages arising out of a breach of a duty of care.

 

 

 

 

 

Winding Up

 

If the Company is wound up, then, subject to applicable law and to the rights of the holders of shares with special rights upon winding up, the assets of the Company available for distribution among the Shareholders (for the avoidance of doubt, holders of Ordinary Shares and Non- Voting Ordinary Shares) shall be distributed to them in the same manner and in proportion to the number of issued and outstanding shares held by each such Shareholder.

 

Notices

 

 

(i)  in the case of mailing, forty-eight (48) hours after it has been posted, or when actually received by the addressee if sooner than forty-eight hours after it has been posted, or

 

(ii)  in the case of overnight air courier, on the next business day following the day sent, with receipt confirmed by the courier, or when actually received by the addressee if sooner than three business days after it has been sent;

 

 

(iv)  in the case of facsimile, email or other electronic transmission, on the first business day (during normal business hours in place of addressee) on which the sender receives automatic electronic confirmation by the addressee’s facsimile machine that such notice was received by the addressee or delivery confirmation from the addressee’s email or other communication server.

 

 

 

 

(i)   if the Company’s shares are then listed for trading on a national securities exchange in the United States or quoted in an over-the-counter market in the United States, publication of notice of a General Meeting pursuant to a report or a schedule filed with, or furnished to, the SEC pursuant to the Securities Exchange Act of 1934, as amended; and/or

 

 

 

Amendment

 

 

Any amendment of these Articles shall require the approval of the General Meeting of shareholders in accordance with these Articles, and for purposes of Article 7(b), of the holders of Non-Voting Ordinary Shares, as a class.

Forum for Adjudication of Disputes

 

(a)        Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the U.S. Securities Act of 1933, as amended including all causes of action asserted against any defendant to such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Company, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. The foregoing provisions of this Article 72 shall not apply to causes of action arising under the U.S. Securities Exchange Act of 1934, as amended.

 

(b)       Unless the Company consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law.

(c)      Any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to the provisions of this Article 72.

*          *          *

		Page
ARTICLE I
DEFINITIONS
Section 1.01	Definitions	2
ARTICLE II
COMMERCIAL AGREEMENT; PRIMARY ISSUANCE
Section 2.01	Commercial Agreement; Primary Issuance	11
Section 2.02	Closing	11
Section 2.03	Mutual Tax Commitments	12
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 3.01	Organization; Standing; Subsidiaries	13
Section 3.02	Capitalization	14
Section 3.03	Authority; Noncontravention	15
Section 3.04	Governmental Approvals	16
Section 3.05	Company SEC Documents; Undisclosed Liabilities	17
Section 3.06	Absence of Certain Changes	18
Section 3.07	Legal Proceedings	18
Section 3.08	Compliance with Laws; Permits	19
Section 3.09	Intellectual Property	19
Section 3.10	Tax Matters	20
Section 3.11	No Rights Agreement; Anti-Takeover Provisions	20
Section 3.12	Brokers and Other Advisors	20
Section 3.13	Sale of Securities	20
Section 3.14	Listing and Maintenance Requirements	21
Section 3.15	Proxy Statement	21
Section 3.16	Investment Company	21
Section 3.17	Information Systems	21
Section 3.18	Privacy	22
Section 3.19	No Other Company Representations or Warranties	22
Section 3.20	No Other Yahoo Representations or Warranties	23
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF YAHOO
Section 4.01	Organization; Standing	23

Section 4.02	Authority; Noncontravention	23
Section 4.03	Governmental Approvals	24
Section 4.04	Ownership of Company Stock	24
Section 4.05	Brokers and Other Advisors	25
Section 4.06	Proxy Statement	25
Section 4.07	Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans	25
Section 4.08	Private Placement Matters	26
Section 4.09	[Reserved].	26
Section 4.10	No Critical Technology	26
Section 4.11	No Other Company Representations or Warranties	26
Section 4.12	No Other Yahoo Representations or Warranties	27
ARTICLE V
ADDITIONAL AGREEMENTS
Section 5.01	Company Negative Covenants	27
Section 5.02	Further Action; Reasonable Best Efforts; Filings	28
Section 5.03	Public Disclosure	30
Section 5.04	Confidentiality	31
Section 5.05	Stock Exchange Listing	32
Section 5.06	Transfer Taxes	32
Section 5.07	Reservation of Company Ordinary Shares	32
Section 5.08	Proxy Statement; Company Shareholder Meeting.	32
Section 5.09	Shareholder Litigation	34
Section 5.10	Takeover Statutes	34
Section 5.11	Employee Matters.	35
Section 5.12	Governance Matters	39
Section 5.13	Section 16 Matters	39
ARTICLE VI CONDITIONS TO CLOSING
Section 6.01	Conditions to the Obligations of the Parties	39
Section 6.02	Conditions to the Obligations of the Company	40
Section 6.03	Conditions to the Obligations of the Yahoo Parties	40
ARTICLE VII
TERMINATION; NO SURVIVAL
Section 7.01	Termination	41
Section 7.02	Notice of Termination	42
Section 7.03	Effect of Termination; Termination Fees and Expenses	42
Section 7.04	No Survival	43

ARTICLE VIII
MISCELLANEOUS
Section 8.01	Amendments; Waivers	43
Section 8.02	Extension of Time, Waiver, Etc.	44
Section 8.03	Assignment	44
Section 8.04	Counterparts	44
Section 8.05	Entire Agreement; No Third-Party Beneficiaries	44
Section 8.06	Governing Law; Jurisdiction	44
Section 8.07	Specific Enforcement	45
Section 8.08	WAIVER OF JURY TRIAL	46
Section 8.09	Notices	46
Section 8.10	Severability	47
Section 8.11	Expenses	47
Section 8.12	Interpretation	48
Section 8.13	Adjustments in Share Numbers and Prices	48
Section 8.14	Non-Recourse	49
Section 8.15	No Partnership Created	49

ANNEXES
Annex I	–	Form of Voting and Support Agreement
Annex II	–	Form of Investor Rights Agreement
Annex III	–	Form of Articles Amendment
SCHEDULES
Schedule I	–	Required Approvals
Schedule II	–	Knowledge Parties
Schedule III	–	In-Scope Employees
Schedule IV	–	Mutual Tax Commitments

Term	Section
2024 Annual Meeting	0
Action	Section 3.07
Agreement	Preamble
Applicable Date	Article III
Applicable Yahoo W-9	Section 2.02(a)(ii)(B)
Balance Sheet Date	Section 3.05(c)
Bankruptcy and Equity Exception	Section 3.03(a)
Capitalization Date	Section 3.02(a)
Closing	Section 2.02
Closing Date	Section 2.02
Commercial Agreement	Recitals
Company	Preamble
Company 401(k) Plan	Section 5.11(g)(iii)
Company Board	Recitals
Company Board Recommendation	Recitals
Company Fundamental Representations	Section 6.03(a)
Company Material Software	Section 3.09(f)
Company Payment Amount	Section 7.03(b)
Company Requisite Shareholder Approval	Section 3.03(a)
Company SEC Documents	Section 3.05(a)
Company Securities	Section 3.02(b)
Company Shareholder Meeting	Section 5.08(b)
Confidential Information	Section 5.04
Confidentiality Agreement	Section 5.04
Contract	Section 3.03(b)
Filed SEC Documents	Article III
Initial Lock-Up Amount	Section 5.08(d)
Interim Period	Section 5.11(b)
Investment Company Act	Section 3.16
Israeli Competition Approval	Section 3.04
Israeli Privacy Law	Section 1.01
IT Assets	Section 3.17
Judgments	Section 3.07
Laws	Section 3.08
Migration	Section 5.11(c)
Permits	Section 3.08
Primary Issuance	Section 2.01(b)
Qualifying Offer	Section 5.11(a)
Regulatory Approvals	Section 5.02(a)
Related Parties	Section 8.14
Restraints	Section 6.01(c)
Retention Award	Section 5.11(c)
Sarbanes Oxley Act	Section 3.05(d)
Significant Subsidiaries	Section 3.01(c)
Taboola Group	Preamble
Termination Date	Section 7.01(b)

Termination Payments	Section 5.11(e)
Transitioned Employee	Section 5.11(a)
Yahoo	Preamble
Yahoo Adtech	Preamble
Yahoo Board Nominee	0
Yahoo Fundamental Representations	Section 6.02(a)
Yahoo LTI Award	Section 5.11(d)
Yahoo Parties	Preamble

	TABOOLA.COM LTD.
	By:	/s/ Eldad Maniv
		Name: Eldad Maniv
		Title: President & COO

	COLLEGE TOP HOLDINGS, INC.
	By:	/s/ Monica Mijaleski
		Name: Monica Mijaleski
		Title: Chief Financial Officer and Treasurer
	YAHOO ADTECH JV, LLC
	By:	/s/ Monica Mijaleski
		Name: Monica Mijaleski
		Title: President and Treasurer

Page
Article I INTRODUCTORY MATTERS			1
	1.1	Defined Terms	1
	1.2	Construction	4
Article II ADDITIONAL COVENANTS AND RIGHTS			5
	2.1	Transfer Restrictions	5
	2.2	Standstill	7
	2.3	Corporate Opportunities	9
	2.4	Information Sharing	11
	2.5	Tax Matters Cooperation.	11
	2.6	Financing Cooperation	12
	2.7	Confidentiality	13
	2.8	Observer Rights.	14
Article III REGISTRATION RIGHTS			14
	3.1	Piggy-back Registration	14
	3.2	Demand Registration	15
	3.3	Shelf Registration	16
	3.4	Designation of Underwriter	17
	3.5	Expenses	17
	3.6	Indemnities	17
	3.7	Obligations of the Company	19
	3.8	Obligations of the Holder	21
	3.9	Future Registration Rights	21
	3.10	Market Stand-off	22
	3.11	Public Information	22
	3.12	Form S-3 Eligibility	22
	3.13	Removal of Legends	23
Article IV GENERAL PROVISIONS			23
	4.1	Termination	23
	4.2	Notices	24
	4.3	Amendment; Waiver	25
	4.4	Further Assurances	25
	4.5	Assignment	25
	4.6	Third Parties	25
	4.7	Governing Law; Jurisdiction and Forum; Waiver of Jury Trial	26
	4.8	Specific Performance	27
	4.9	Entire Agreement	27
	4.10	Severability	27
	4.11	Headings	27
	4.12	Counterparts	27
	4.13	Certain Adjustments of Company Ordinary Shares and Company Non-Voting Ordinary Shares	28

Attn:

General Counsel

Email:

[*****]

Attention:

Michael Kaplan

E-mail:

[*****]

Attention:

Taurie Zeitzer

E-mail:

[*****]

Attention:

Doni Toledano

E-mail:

[*****]

	TABOOLA.COM LTD.
	By:	/s/ Eldad Maniv
		Name: Eldad Maniv
		Title: President & COO
	COLLEGE TOP HOLDINGS, INC.
	By:	/s/ Monica Mijaleski
		Name: Monica Mijaleski
		Title: Chief Financial Officer and Treasurer

Yahoo and Taboola Announce Closing of Deal; 30-Year Strategic Partnership, Taboola to Power Recommendations for Yahoo

Estimated $1 Billion in Annual Revenue; Monica Mijaleski, CFO at Yahoo Joins Taboola Board

NEW YORK, January 17, 2023 – Yahoo and Taboola (NASDAQ: TBLA), a global leader in powering recommendations for the open web, today announced they have closed their previously announced 30-year exclusive commercial agreement. This unique deal makes Taboola the exclusive native advertising partner for all of Yahoo’s digital properties, strengthening Taboola’s position as a leading native advertising offering for advertisers, publishers and merchants on the open web.

The partnership brings Taboola to Yahoo’s iconic digital properties, which reach nearly 900 million monthly active users worldwide across mail, sports, finance and news. Coupled with Taboola’s reach among 9,000+ publisher partners and 500M active users a day, this deal gives brands massive scale to reach consumers in Yahoo’s trusted editorial environments, while also providing greater contextual data to reach consumers. Under the partnership, Yahoo also enhances its unified advertiser offerings, improves consumer experiences across its owned media properties, and benefits from shared value creation as Taboola’s largest shareholder. As part of the deal, Monica Mijaleski, CFO at Yahoo, has joined Taboola’s Board of Directors.

This partnership offers immense benefit for publishers working with Taboola in terms of revenue, engagement and audiences. Through combined demand of Yahoo and Taboola, publishers, including Yahoo’s owned and operated properties. will get more premium advertisers bidding on the Taboola network, increasing quality and yields automatically. The collaboration will also develop new contextual segments for advertisers so that as they find it harder to buy in social networks, they can rely on Taboola to make them successful, which will also increase yield.

“We’re excited to officially embark on this journey with Yahoo,” said Adam Singolda, Founder and CEO of Taboola. “This is a pivotal moment in our mission to build an even larger open web company outside the walled gardens, using massive scale contextual segments from Taboola’s reach of 500M people a day, and Yahoo reaching almost 900M people a month. As part of our combined journey with Yahoo, I’m excited to invest in big areas of focus for us such as eCommerce and Header Bidding. I am confident that every publisher and every advertiser working with Taboola around the world will feel the positive, meaningful impact of this partnership - more revenue, more engaged users, and more quality audiences. There is a wave of benefits coming our partners' way. I'm very excited to have Monica Mijaleski, Yahoo’s CFO, joining our Board of Directors, and look forward to dreaming and executing together going forward. Today is just the beginning.”

“I look forward  to joining Taboola’s board as we embark on this game-changing partnership,” said Monica Mijaleski, CFO at Yahoo. “Together, we will leverage our strengths and resources to create new opportunities for the evolving digital advertising ecosystem. I am excited to work closely with Adam and the Taboola team to achieve our goals, and unlock the potential of premium, native advertising on the open web for brands, publishers and consumers.”

Investor Event

Taboola and Yahoo will hold an Investor Event on March 1, 2023, to share additional information on the partnership and provide updates on strategy, market opportunities and financial model. A webcast of the event, along with supporting materials, will be accessible live through the Investor Relations section of Taboola’s website at investors.taboola.com.

About Taboola
Taboola powers recommendations for the open web, helping people discover things they may like.

The Company’s platform, powered by artificial intelligence, is used by digital properties, including websites, devices and mobile apps, to drive monetization and user engagement. Taboola has long-term partnerships with some of the top digital properties in the world, including CNBC, BBC, NBC News, Business Insider, The Independent and El Mundo.

More than 15,000 advertisers used Taboola to reach over 500 million daily active users in a brand-safe environment. Following the acquisition of Connexity in 2021, Taboola is a leader in powering e-commerce recommendations, driving more than 1 million monthly transactions each month. Leading brands, including Walmart, Macy’s, Wayfair, Skechers and eBay are among key customers.

Learn more at www.taboola.com and follow @taboola on Twitter.

About Yahoo

Yahoo reaches nearly 900 million people around the world, bringing them closer to mail, finance, sports,  and news—with the trusted products, content and tech that fuel their day. For partners, Yahoo provides a full-stack platform for businesses to amplify growth and drive more meaningful connections across advertising, search and media. To learn more, please visit yahooinc.com.

Note Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements.  Forward-looking statements generally relate to future events, including Taboola.com Ltd.’s (the “Company’s”) expectations for the partnership described in this press release and future financial or operating performance of the Company.

In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. Examples of such forward-looking statements include, but are not limited to, projections or estimates regarding the impact of the partnership on the Company’s future financial or operating performance.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Uncertainties and risk factors that could affect the Company’s future performance and cause results to differ from the forward-looking statements in this press release include, but are not limited to: the Company’s ability to transition to and fully launch the native advertising service for College Top Holdings, Inc., a Delaware corporation, and Yahoo AdTech JV, LLC, a Delaware limited liability company (the “Yahoo Parties”) on the currently anticipated schedule or at all; market acceptance of the new service and the Company’s ability to attract new or existing Yahoo advertisers to the new service; risks that existing Yahoo advertisers may terminate their contracts as a result of the partnership and not migrate to the Company’s service; the ability to generate $1 billion in annual revenue from the partnership, which depends on, among other things, full ramp up of the partnership, improved yields for Yahoo due to the application of Taboola technology and data, improved yields for Taboola due to increased advertiser demand from Yahoo and additional data, and normal economic conditions; the ability to develop new contextual segments for advertisers to increase advertiser yield; the ability to get more premium advertisers bidding on the Company’s network to increase publisher quality and yield; costs related to the introduction and operation of the new service; the timing and amount of any margin, profitability, cash flow or other financial contributions of the new service; the risk that the new service results in a decline in the Company’s financial performance during the preparation and roll out of the new service and beyond; the 30-year term as an exclusive native publisher partner with the Yahoo Parties, which can be subject to early termination in accordance with the governing agreements and/or applicable law; ability to generate or achieve the increase in revenue to the levels assumed in this press release or at all; ability to transform the Company into an alternative to the walled gardens in the open web; ability to expand beyond traditional advertising to include additional value-added services to create future growth; ability to accelerate the Company and Yahoo Parties growth plans; ability to develop a leading offering for advertisers, publishers and merchants on the open web; ability to maximize reach and campaign performance for advertisers, enhance monetization opportunities for publishers, and drive improved, privacy-forward experiences for users; the intense competition in the digital advertising space, including with competitors who have significantly more resources; ability to grow and scale the Company’s ad and content platform through new relationships with advertisers; ability to maintain relationships with current advertiser partners; ability to make continued investments in the Company’s AI-powered technology platform; the need to attract, train and retain highly-skilled technical workforce to support the partnership; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; continued engagement by users who interact with the Company’s platform on various digital properties; the impact of the COVID-19 or other possible future pandemics; changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; and risks related to the fact that the Company is incorporated in Israel and governed by Israeli law; and other risks and uncertainties set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 under Item 3.D. “Information About the Company - Risk Factors” and in the Company’s subsequent filings with the Securities and Exchange Commission.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no duty to update these forward-looking statements except as may be required by law.

Contacts

Taboola

Press Contact:

Dave Struzzi

Investor Contact:

Stephen Walker

Yahoo

Allison Butler

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